||In recent decades, educational initiatives motivated by a progressive social vision have multiplied, producing a set of overlapping and sometimes competing discourses. These radical pedagogies share two things, a vision of a more just and equitable society and consistently critical engagement from within. Practitioners and theorists raise serious concerns regarding the efficacy, often unacknowledged presuppositions, and unintended consequences of their pedagogical interventions. In order to break open the double bind that appears to characterize radical pedagogy's current state I suggest a new mode of thinking. By shifting attention away from institutional and instructional practice and toward the transformational potential immanent to learners, I attempt to evade reactive discourses of antagonism and negation-what's wrong with our educational institutions, practices, students, and teachers, and what must we do differently-by experimenting with an active discourse of affirmation-what conditions of possibility for transformation exist in classrooms even in the absence of specific instructional practices. In other words, rather than focus on what is lacking or in short supply, I have pursued a line of inquiry regarding that which exists in abundance. This involves reframing pedagogy as a set of conditions. Rather than thinking pedagogy as assertion of teacher agency, it is rethought as intersection of agencies, a dynamic, interactive communicational system. I also develop a notion of learner agency that prioritizes receptivity and responsiveness and elaborate a mode of learning that exists in parallel relationship to the typical understanding of learning as knowledge acquisition: learning based on intensities. The capacity to affect and to be affected is the fundamental generative dynamic in this conceptualization of pedagogy. By rethinking bodies as anything capable of affecting and of being affected by another body, as radically open, infinitely composable, as affective and intensive, classrooms are wildly redefined. In this context the problematic that inaugurated this inquiry, transformative education, is rewritten ‘becoming-learning'. As both linguistic entity and mode of thought, becoming-learning proves to be a productive figure for illuminating the immanent dynamism of classrooms in the way it displaces a telos, describes a pedagogical discourse, involves a certain practice, and enacts an ethics and a way of life.